Facebook To Offer 388M Shares At IPO, At A Market Cap Of Between $93.2B And $104.2B

Facebook has filed a new S-1, and it contains more details on the IPO, including that it will offer underwriters the right to purchase up to an additional 50,612,302 shares of Class A common stock to cover over-allotments. Facebook anticipates that the initial public offering price will be between $34.00 and $38.00 per share.

In total there will be 337.5 million shares offered, plus the 50.6 million additional shares (so up to 388 million shares sold), and the company, which will be trading under the ticker symbol “FB” on the NASDAQ, wants to raise $14.7 billion.

The offering of the additional 50.6 million shares (which would net an extra $1.72 billion to $1.92 billion), and the pricing of between $34-38 per share, confirms a report we ran yesterday noting both the “greenshoe” of additional shares to meet demand, as well as the stock pricing. In that same post, we noted that that this could mean a valuation of between $92 billion and $103 billion.

Here is an updated calculation of Facebook’s new valuation, based on the shares as they are detailed in today’s S-1. According to the document, a Facebook IPO will result in 2,741,527 shares outstanding (the total number is actually 2,818,994,047, but we’re not including the 77,466,293 shares reserved for future issuance in our calculation), which implies a market cap of between $93.2 billion and $104.2 billion

Here is the breakdown:

Total Class A and Class B common stock to be outstanding: 2,138,085,037

• 116,756,442 shares of Class B common stock issuable upon the exercise of options outstanding as of March 31, 2012 under our 2005 Stock Plan, with a weighted-average exercise price of approximately $0.94 per share;

• 60,000,000 shares of Class B common stock issuable upon the exercise of the remaining portion of an option held by Mr. Zuckerberg, with an exercise price of $0.06 per share;

• 378,429,048 shares of Class B common stock subject to RSUs outstanding as of March 31, 2012 under our 2005 Stock Plan;

• 22,999,412 shares of common stock issuable upon completion of our acquisition of Instagram, Inc.;

• 25,257,815 shares of Class B common stock subject to RSUs granted under our 2005 Stock Plan and 40,000 shares of Class A common stock issued between April 1, 2012 and May 3, 2012; and

• 77,466,293 shares of our common stock reserved for future issuance under our equity compensation plans, consisting of 25,000,000 shares of Class A common stock reserved for issuance under our 2012 Equity Incentive Plan, and 52,466,293 shares of Class B common stock reserved as of March 31, 2012

Instagram: It also looks like Facebook has worked into the S-1 indirectly that its Instagram acquisition may end up getting delayed. In the past it had noted that it expected the Instagram acquisition to close by Q2 2012, but now it has modified that to say “expected to close in 2012.” Facebook will have to pay Instagram a $200 million termination fee, it says, “if governmental authorities permanently enjoin or otherwise prevent the completion of the merger or if either party terminates the agreement after December 10, 2012.”